Sally Field and Regina King. (PG-13. 105 minutes. At Bay Area theaters.)

"Legally Blonde 2: Red, White and Blonde" takes the financially successful formula of "Legally Blonde," the Reese Witherspoon hit from two years ago, and does something unexpected. It fiddles with it, changes it and actually fixes it. It takes the galling thing about the original -- the elite complacency of its heroine -- and puts it away forever. It transforms
Elle Woods
, materialistic priss, into Elle Woods, liberal.

She still wears pink, and she's still perky, and she still has that little dog, but beneath the surface we find a complete reimagining of the character and a subversion of author Amanda Brown's original vision. In "Legally Blonde, " politically minded students were lampooned as drab do-gooders, filling their empty hours in organizations like "Lesbians Against Drunk Driving." In "Legally Blonde 2," Elle has become an animal rights activist, fighting to outlaw animal testing by cosmetic companies.

It's such a radical change -- turning a girl in pink into a Pink Lady -- that one has to wonder if director Charles Herman-Wurmfeld ("Kissing Jessica Stein") was snickering to himself, as he put songs such as Stephen Stills' "For What It's Worth" and John Lennon's "Power to the People" on the soundtrack. The writing team from the last "Legally Blonde" is gone, replaced by newcomer Kate Kondell and by Eve Ahlert and Dennis Drake, the duo who wrote "Down With Love."

The movie begins two years after "Legally Blonde" left off, with Elle out of law school and ready to marry her law professor boyfriend, played by Luke Wilson. At first Elle seems just as oblivious and self-absorbed as ever, getting the guest list ready for a wedding ceremony to take place at Boston's Fenway Park. Then one day she has an inspiration to invite her dog Bruiser's mother to the wedding -- and is horrified when she discovers that Bruiser's mom is a lab animal. This provides the impetus for the crusade that takes her to Washington, D.C.

As in the first "Legally Blonde," Elle finds herself in a rigid, staid environment, where her chipper personality gets her pegged immediately as a lightweight. But there are significant differences. In the last film, she used her money and connections to get herself into Harvard Law for the express purpose of getting her boyfriend back. She was there for selfish reasons, taking up space in a place where she didn't belong. Here, she's fighting for something outside herself, and she has as much right to be there as anybody.

"Legally Blonde 2" finds Elle as a populist in the Frank Capra mode, and the parallels between her and Jimmy Stewart in "Mr. Smith Goes to Washington" are emphasized. These parallels include a less than ideal relationship with a mentor she idolizes (a congresswoman played by Sally Field with authentic, matter-of-fact authority), an unexpected friendship with a veteran who shows her the

ropes (a doorman played by Bob Newhart) and a sentimental fixation with the Lincoln Memorial.

Like "Down With Love," "Legally Blonde 2" wears its ideology comfortably and lightly. So though Elle sneers at having to lobby a Southern congressman (Bruce McGill), who's also a "conservative NRA spokesman," she finds him to be a genial guy and her most sincere supporter. This is smart screenwriting, and not just in terms of audience demographics (i.e., keeping the Southern NRA audience happy). In its humble way, the portrayal of Elle's alliance with the conservative congressman is true to the complexities of human nature and the vagaries of politics.

"Legally Blonde 2" brings back Jennifer Coolidge, as Elle's eccentric hairdresser friend, Paulette, only now Paulette is more dazed and more delightfully bizarre than ever. As Elle, Witherspoon is outlandish but also subtle, always thinking, always feeling, however silly. She benefits enormously from the character's new shadings, which may, in part, have been her own doing. As executive producer, Witherspoon had a hand in everything.

The picture does fall down, though, in the place where most political comedies cave in, the scene in which the protagonist must make a speech.

In "Legally Blonde 2," there comes the moment when Elle must stand up and persuade everybody, but what she says wouldn't persuade anybody, no more than would Chris Rock's speech in "Head of State," a political comedy from earlier this year. It's a small quibble, but one of these days it would be nice to see that scene done right.

Advisory: Some sex-related humor.

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